Systems and Processes Engineering Corporation (SPEC) proposes to develop a chip set to digitize, compress, encrypt, encode, and modulate fast motion video and focal plane array waveforms. The ASIC chip-set will be integrated into a Multi-Chip Module (MCM) and will be compatible with existing subminiature telemetry technology. Advanced encoding and modulation techniques will be used to provide the highest possible bandwidth efficiency. Candidate techniques include: M-ary Phase Shift Key (PSK) or Quadrature Amplitude Modulation (QAM) modulation in combination with one or more Forward Error Correction (FEC) coding techniques, such as Reed-Solomon block coding with interleaving for burst errors concatenated with convolutional coding for Additive White Gaussian Noise (AWGN) errors, and soft decision logic; M-ary PSK or QAM with Trellis-Coding. State-of-the-Art lossless and lossy image compression techniques will be implemented to reduce the video data rate the maximum extent possible. Lossless compression techniques such as the RICE algorithm or Huffman coding can provide a 2-to-l or better reduction in data rate, while advanced lossy compression techniques using the Discrete Cosine Transform or Vector Quantization can provide up to a 100-1 reduction in data rate.